Directors' Share Options

RNS Number : 7179F

Driver Group plc

23 February 2018

 

Driver Group plc

("Driver" or the "Group")

Directors' Share Options

Driver Group PLC, the global professional services consultancy to construction and engineering industries announces the surrender of existing Share Options held by certain Directors and the grant of new Share Options to certain Directors as detailed below.

Steven Norris, Chairman, has surrendered existing options over 600,000 Ordinary Shares with an exercise price of 63.5 pence per share; and Mark Wheeler, Chief Operating Officer, has surrendered nil cost options over 600,000 Ordinary Shares all of which options were due to expire on 30 September 2018.

The Company has granted new nil cost Share Options to Steven Norris, Chairman; Gordon Wilkinson, Chief Executive; Mark Wheeler, Chief Operating Officer; and David Kilgour, Chief Financial Officer over up to 1,500,000 Ordinary Shares in aggregate, split as follows:

Steven Norris               150,000 Ordinary Shares

Gordon Wilkinson       600,000 Ordinary Shares

Mark Wheeler             600,000 Ordinary Shares

David Kilgour               150,000 Ordinary Shares

Gordon Wilkinson holds existing unvested nil cost Share Options over up to 600,000 Ordinary Shares which are exercisable as to 300,000 Ordinary Shares if PBET for the financial year ending 30 September 2018 is equal to or exceeds £3.0m; and as to a further 300,000 shares if PBET for the financial year ending 30 September 2019 is equal to or exceeds £3.7m. The new Share Options issued to Steven Norris, Mark Wheeler and David Kilgour will become exercisable in three equal tranches in 2018, 2019, and 2020, in the case of the 2018 and 2019 tranches subject to the achievement of performance targets identical to those attaching to Gordon Wilkinson's existing Share Options; and in the case of the financial year ending 30 September 2020, if PBET for the period is equal to or exceeds £4.5m. Gordon Wilkinson's new Share Options will become exercisable in two equal tranches in 2020 and 2021, in the case of the financial year ending 30 September 2020, if PBET for the period is equal to or exceeds £4.5m; and in the case of the financial year ending 30 September 2021, if PBET for the period is equal to or exceeds £5.5m.

Gordon Wilkinson's existing unvested nil cost Share Options and all of the new nil cost Share Options are also exercisable immediately in the event of a change of control of Driver prior to satisfaction of the performance conditions, in the case of Steven Norris, Gordon Wilkinson and Mark Wheeler in increasing proportions linked to the offer price which triggers a change of control; and in the case of David Kilgour in increasing proportions depending upon the timing of the change of control event.

Gordon Wilkinson, Mark Wheeler and David Kilgour have each been granted additional nil cost Performance Share Options over Ordinary Shares exercisable in Gordon Wilkinson's case as to 10,000 Ordinary Shares for every £100,000 by which reported PBET in each of the financial years ending 30 September 2020 and 30 September 2021 exceeds the PBET thresholds set out above; in Mark Wheeler's case as to 6,667 Ordinary Shares for every £100,000 by which reported PBET in each of the financial years ending 30 September 2018, 30 September 2019 and 30 September 2020 exceeds the PBET thresholds set out above; and in David Kilgour's case as to 1,667 Ordinary Shares for every £100,000 by which reported PBET in each of the financial years ending 30 September 2018, 30 September 2019 and 30 September 2020 exceeds the PBET thresholds set out above.

Driver has in addition granted to Mark Wheeler an unconditional award of nil cost Share Options over 200,000 Ordinary Shares in recognition of his contribution to the improvement in the trading performance and prospects of the Group over the last eighteen months; and has confirmed the award to David Kilgour, in accordance with the terms of his offer of employment with the Group, of nil cost Share Options over 50,000 Ordinary Shares on condition that he first purchase 50,000 Ordinary Shares on his own account (which condition was satisfied on 20 December 2017).

Excluding Performance Share Options, the resulting interests of the Directors in Driver Ordinary Shares are as follows:

	Ordinary Shares	Vested but unexercised Share Options	Unvested Share Options
Steven Norris	237,562	-	150,000
Gordon Wilkinson	650,000	700,000	1,200,000
Mark Wheeler	300,000	200,000	600,000
David Kilgour	50,000	50,000	150,000
John Horgan	50,000	-	-
Peter Collini	50,000	-	-

The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further detail.

Enquiries:
Driver Group plc Gordon Wilkinson, Group Chief Executive David Kilgour, CFO	[phone] Email:[e-mail] [phone] Email: [e-mail]
N+1 Singer (Nominated Adviser & Broker) Sandy Fraser/James White	[phone]

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Steven Norris
2	Reason for the notification
a)	Position/status	Chairman
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Driver Group plc
b)	LEI	213800FN83KF8AF4Y572
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Options over Ordinary Shares of 0.4p each ISIN Code: GB00B0L9C092
b)	Nature of the transaction	(i)         Surrender of Options (ii)         Grant of options over Ordinary Shares
c)	Price(s) and volume(s)	Price(s): Volume(s): (i)         Nil (ii)         Nil 600,000 150,000
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	22/02/2018
f)	Place of the transaction	Off market

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Gordon Wilkinson
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Driver Group plc
b)	LEI	213800FN83KF8AF4Y572
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Options over Ordinary Shares of 0.4p each ISIN Code: GB00B0L9C092
b)	Nature of the transaction	(i)         Grant of options over Ordinary Shares (ii)         Grant of performance share options over Ordinary Shares
c)	Price(s) and volume(s)	Price(s): Volume(s): (i)         Nil (ii)         Nil 600,000 10,000 for every £100k of reported PBET above thresholds
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	22/02/2018
f)	Place of the transaction	Off market

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Mark Wheeler
2	Reason for the notification
a)	Position/status	Global Chief Operating Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Driver Group plc
b)	LEI	213800FN83KF8AF4Y572
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Options over Ordinary Shares of 0.4p each ISIN Code: GB00B0L9C092
b)	Nature of the transaction	(i)         Surrender of Options (ii)         Grant of options over Ordinary Shares (iii)        Grant of performance share options over Ordinary Shares
c)	Price(s) and volume(s)	Price(s): Volume(s): (i)         Nil (ii)         Nil (iii)        Nil 600,000 800,000 6,667 for every £100k of reported PBET above thresholds
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	22/02/2018
f)	Place of the transaction	Off market

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	David Kilgour
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Driver Group plc
b)	LEI	213800FN83KF8AF4Y572
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Options over Ordinary Shares of 0.4p each ISIN Code: GB00B0L9C092
b)	Nature of the transaction	(i)         Grant of options over Ordinary Shares (ii)         Grant of performance share options over Ordinary Shares
c)	Price(s) and volume(s)	Price(s): Volume(s): (i)         Nil (ii)         Nil 200,000 1,667 for every £100k of reported PBET above thresholds
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	22/02/2018
f)	Place of the transaction	Off market

 

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